Sec Form 4 Filing - TWC Tech Holdings II, LLC @ TWC Tech Holdings II Corp. - 2021-08-30

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person TWC Tech Holdings II, LLC 2. Issuer Name and Ticker or Trading Symbol TWC Tech Holdings II Corp. [ TWCTU] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) FOUR EMBARCADERO CENTER, SUITE 2100, 3. Date of Earliest Transaction (MM/DD/YY) 08/30/2021 (Street) SAN FRANCISCO,, CA94111 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock 08/30/2021 M( 1 ) 14,887,500 A 14,887,500 I See footnote ( 2 ) Class A Common Stock 08/30/2021 D( 3 ) 14,887,500 D 0 I See footnote ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B Common Stock ( 1 ) 08/30/2021 M( 1 ) 14,887,500 ( 1 ) ( 1 ) Class A Common Stock 14,887,500 $ 0 0 I See footnote ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other TWC Tech Holdings II, LLC FOUR EMBARCADERO CENTER, SUITE 2100 SAN FRANCISCO,, CA94111 X X TWC SPAC Aggregator II, LLC C/O TWC TECH HOLDINGS II CORP. FOUR EMBARCADERO CENTER, SUITE 2100 SAN FRANCISCO,, CA94111 X X TWC Employee SPAC Aggregator II, LLC C/O TWC TECH HOLDINGS II CORP. FOUR EMBARCADERO CENTER, SUITE 2100 SAN FRANCISCO,, CA94111 X X True Wind Capital Management, L.P. C/O TWC TECH HOLDINGS II CORP. FOUR EMBARCADERO CENTER, SUITE 2100 SAN FRANCISCO,, CA94111 X X True Wind Capital Management GP, LLC C/O TWC TECH HOLDINGS II CORP. FOUR EMBARCADERO CENTER, SUITE 2100 SAN FRANCISCO,, CA94111 X X CLAMMER ADAM FOUR EMBARCADERO CENTER, SUITE 2100 SAN FRANCISCO,, CA94111 X X GREENE JAMES H JR FOUR EMBARCADERO CENTER, SUITE 2100 SAN FRANCISCO,, CA94111 X X Signatures /s/ Adam Clammer, as managing member ("MM") of True Wind Capital Management GP, LLC, general partner of True Wind Capital Management, L.P., MM of TWC Employee SPAC Aggregator II, LLC, MM of TWC SPAC Aggregator II, LLC, MM of TWC Tech Holdings II, LLC 09/01/2021 Signature of Reporting Person Date /s/ Adam Clammer, as MM of True Wind Capital Management GP, LLC, the general partner of True Wind Capital Management, L.P., the MM of TWC Employee SPAC Aggregator II, LLC, the MM of TWC SPAC Aggregator II, LLC 09/01/2021 Signature of Reporting Person Date /s/ Adam Clammer, as MM of True Wind Capital Management GP, LLC, the general partner of True Wind Capital Management, L.P., the MM of TWC Employee SPAC Aggregator II, LLC 09/01/2021 Signature of Reporting Person Date /s/ Adam Clammer, as MM of True Wind Capital Management GP, LLC, the general partner of True Wind Capital Management, L.P. 09/01/2021 Signature of Reporting Person Date /s/ Adam Clammer, as MM of True Wind Capital Management GP, LLC 09/01/2021 Signature of Reporting Person Date /s/ Adam Clammer 09/01/2021 Signature of Reporting Person Date /s/ James Greene, Jr. 09/01/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On August 30, 2021, TWC Tech Holdings II Corp. (the "Issuer") consummated its business combination (the "Business Combination") with Cellebrite DI Ltd. ("Cellebrite"). Immediately prior to the effective time of the Business Combination, each share of Class B common stock of the Issuer automatically converted into a share of Class A common stock of the Issuer ("Class A Common Stock") on a one-for-one basis. ( 2 )TWC Tech Holdings II, LLC was the record holder of the securities reported herein. TWC SPAC Aggregator II, LLC is the managing member of TWC Tech Holdings II, LLC. TWC Employee SPAC Aggregator II, LLC is the managing member of TWC SPAC Aggregator II, LLC. True Wind Capital Management, L.P. is the managing member of TWC Employee SPAC Aggregator II, LLC. True Wind Capital Management GP, LLC, is the general partner of True Wind Capital Management, L.P. As the managing members of True Wind Capital Management GP, LLC, Mr. Greene and Mr. Clammer may be deemed to have had or shared beneficial ownership of the securities held directly by TWC Tech Holdings II, LLC. Each such person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly. ( 3 )On August 30, 2021, in connection with the closing of the Business Combination, pursuant to a Business Combination Agreement and Plan of Merger (the "Business Combination Agreement"), Cupcake Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Cellebrite ("Merger Sub") merged with and into the Issuer and the Issuer continued as the surviving corporation in the merger and as a wholly owned subsidiary of Cellebrite (the "Merger"). In connection with the Merger, each share of Class A Common Stock was converted into the right to receive one ordinary share of Cellebrite, as set forth in the Business Combination Agreement.

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